Dodd-Frank Blog
ISS Publishes Preliminary 2019 Compensation FAQs
Employment, Executive Compensation, Public Companies and Securities ISS has published preliminary frequently asked questions related to compensation policies for 2019. Some key observations are noted below. Will any of the quantitative pay-for-performance screens change for 2019? No. There will be no changes to the quantitative screens for the 2019 proxy season. The secondary Financial Performance Assessment screen will continue to use GAAP/accounting […] Read more →
ISS Announces 2019 Policy Uodates
Public Companies and Securities ISS has released updates to its 2019 benchmark proxy voting policies. There is no impact for the upcoming 2019 proxy season for U.S. companies. Board Gender Diversity ISS has... Read more →
SEC Tells How to Fix the Faulty Initial Coin Offering
Litigation, Public Companies and Securities The SEC simultaneously announced a pair of settled enforcement actions related to illegally offered ICOs with extensive remedial provisions to fix the faulty offerings. You can... Read more →
Still Looking for the First CAM
Public Companies and Securities I have been looking for the first real CAM and so far I haven’t found it. I’ve seen some dancing around the edges, like foreign auditors throwing in boiler plate going... Read more →
Court Declines to Approve Settlement in Director Pay Suit
Employment, Executive Compensation, Litigation, Public Companies and Securities In Stein v. Blankfein et al the Delaware Court of Chancery considered a proposed settlement of litigation against directors of Goldman Sachs. The related complaint contained two... Read more →
Chancery Describes Commercially Reasonable Efforts
M&A, Private Equity Akorn, Inc., v. Fresenius Kabi AG et al will undoubtedly become known as the first case where a Delaware court found a material adverse effect, or MAC (often referred to as a... Read more →
Treasury Releases Interim Regulations for FIRRMA Pilot Program
M&A, Private Equity The U.S. Department of the Treasury, as chair of the Committee on Foreign Investment in the United States (CFIUS), today issued temporary regulations in connection with the... Read more →
How to Read a MAC / MAE Clause
Litigation, M&A Akorn, Inc., v. Fresenius Kabi AG et al will undoubtedly become known as the first case where a Delaware court found a material adverse effect, or MAC (often referred to as a... Read more →
SEC Approves Revised Nasdaq Rule for Shareholder Approval of Private Placements
Public Companies and Securities The SEC has approved an amendment to Nasdaq Rule 5635(d) to modify the circumstances in which shareholder approval is required for issuances of securities in private placement... Read more →